Patria Investments - Q4 2025

Transcript

Operator (participant)

Thank you for standing by. Welcome to the Patria Fourth Quarter and Full-Year 2025 Earnings Conference Call. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question and answer session. To ask a question during the session, you will need to press star one one on your telephone. You will then hear an automated message advising your hand is raised. To withdraw your question, please press star one one again. Please be advised that today's conference is being recorded. I would now like to hand the conference over to your first speaker today, Andre Medina from Patria Shareholder Relations. Please go ahead.

Andre Medina (Head of Investor Relations)

Thank you. Good morning, everyone, and welcome to Patria's fourth quarter and full-year 2025 earnings call. Speaking today on the call are our Chief Executive Officer, Alexandre Saigh, and our Chief Financial Officer, Ana Russo, and our Chief Economist, Luis Fernando Lopes, for the Q&A session. This morning, we issued a press release and earnings presentation detailing our results for the quarter, which you can find posted in the Investor Relations section of our website on Form 6-K, filed within the U.S. Securities and Exchange Commission. This call is being webcast and a replay will be available. Before we begin, I'd like to remind everyone that today's call may include forward-looking statements which are uncertain, do not guarantee future performance, and undue reliance should not be placed on them. Patria assumes no obligation and does not intend to update any such forward-looking statements.

Such statements are based on current management expectations and involve risks, including those discussed in the Risk Factors section of our latest Form 20-F annual report. I also note that no statement on this call constitutes an offer to sell or a solicitation of an offer to purchase an interest in any Patria fund. As a foreign private issuer, Patria reports financial results using International Financial Reporting Standards or IFRS, as opposed to U.S. GAAP. Additionally, we would like to remind everyone that we will refer to certain non-IFRS measures, which we believe are relevant in assessing the financial performance of the business, but which should not be considered in isolation from or as a substitute for measures prepared in accordance with IFRS. Reconciliation of these measures to the most comparable IFRS measures are included in our earnings presentation. Now, I'll turn the call over to Alex.

Alexandre Saigh (CEO)

Thank you, Andre. Good morning, everyone, and thank you for joining us today. We are very excited to report our fourth quarter results, a capstone to a very successful 2025, which highlights how, as we enter 2026, Patria is in a strong position to achieve and hopefully exceed the three-year fundraising and FRE, fee related earnings objectives, in addition to other important KPIs we set for ourselves at our Investor Day in December 2024. Highlights of the quarter and 2025 includes organic fundraising of $1.7 billion in the quarter and a record $7.7 billion for the full-year, sharply surpassed our previously upwardly revised full-year target, $6 billion, by more than $1 billion.

We generated $203 million of fee-related earnings in 2025, up 19% year-over-year, achieving our objective of $200+ million for the year. Distributable earnings per share reached $1.27 in 2025, driven by the strong fee-related earnings growth, in addition to $19.6 million of performance-related earnings in the fourth quarter. We announced back on November 26, 2025, the acquisition of 51% of the Brazilian private credit manager Solis, which closed on January second. Solis, with approximately $3.5 billion of fee earning AUM as of the third quarter 2025, substantially expands our capabilities and scale in the rapidly growing private credit market in Brazil. Pro forma for the acquisition, our credit vertical fee earning AUM is approximately $12.1 billion.

We also announced on December 11, 2025, the acquisition of several REITs, real estate investment trusts, from the Brazilian real estate manager RBR, which closed yesterday and is expected to add approximately $1.3 billion of permanent capital real estate investment trust assets in Brazil. We are now the largest manager of listed REITs in Brazil, with a pro forma fee earning AUM of approximately $5.7 billion, a market in which we believe scale provides significant competitive advantages. Also, just yesterday, we announced an agreement to acquire WP Global Partners, a U.S.-based lower middle market private equity solutions manager, with $1.8 billion of fee earning AUM as of the third quarter 2025, which will enhance our global capabilities in our global private markets solutions business.

Pro forma for the acquisition, our GPMS, Global Private Markets Solutions, fee earning AUM is approximately $13.6 billion. Our total fee earning AUM of $41 billion as of the fourth quarter 2025, rose 5% sequentially and 24% year-over-year. Pro forma for the announced acquisitions, our fee earning AUM at year-end is approximately $47.4 billion, putting us in a strong position to achieve our year-end 2027 target of $70 billion. We are also pleased to share that our energy trading platform, Tria, which has experienced strong growth since its launch in 2024 and contributed with $4 million to our 2025 distributable earnings, signed a definitive agreement with Raízen to acquire its energy trading arm, Raízen Power.

Upon completion of the transaction, Tria is expected to become one of the largest independent energy trading companies in Brazil. Finally, adding to our current approved share buyback program of 3 million shares, of which we have already acquired 1.5 million in the third quarter, 2025, our board just approved an additional 3 million share buyback program. On top, further illustrating Patria Partners alignment with our business, of which we already own approximately 60%, and our belief in Patria's unique position to continue its growth path, we, Patria Partners, through our holding company, PHL, are happy to announce our intention to purchase up to 2.5 million PAX shares. Summing it all up, we can now purchase up to 7 million shares to return capital to our shareholders. Now, let's take a closer look into the quarter and the year, starting with fundraising.

The $1.7 billion of capital we raised in the fourth quarter, 2025, and the $7.7 billion we raised for the full-year do not include any acquisition, and were driven by continued demand for our infrastructure, credit, real estate, and GPMS strategies. Our fundraising in 2025 exceeded the initial $6 billion target we set back at our Investor Day in December 2024, as well as the revised target of $6.6 billion we set in the third quarter of 2025. While we are leaving our 2026 and 2027 fundraising targets at $7 billion and $8 billion unchanged for now, our success in leveraging the investments we have been making in our platforms and distributions capabilities increases our confidence in our ability to meet and hopefully exceed our targets.

Now, turning to the fundraising performance of specific asset classes. As the leading infrastructure investor in Latin America, we continue to see increased global interest in this fast-growing asset class as we raised approximately $2.3 billion for our infrastructure strategies in 2025, led by the final closing of our Infrastructure Development Fund V, and various fee-paying SMAs and co-investment vehicles. This was approximately 5 times what we raised for infrastructure in 2024, and we see no letup in demand for these strategies from both global investors, as exemplified by the recently announced $2 billion data center projects led by one of our drawdown funds in partnership with ByteDance and increasingly local investors. Next, GPMS raised almost $2 billion in 2025, continuing to highlight the strong support from our clients and our success in integrating this business into our platform.

The recently announced agreement to acquire WP Global Partners with approximately $1.8 billion of fee earning AUM, we expect will further strengthen investor demand for our solutions strategies over time as it enhances our investment capabilities in the United States. Credit also had another strong year, fundraising a record $1.8 billion of capital, handily surpassing the $1.4 billion raised in 2024, which was itself a record. Continued strong investment performance, combined with the addition of Solis and its robust private credit capabilities, further enhances the capital raising prospects of our credit platform. On that note, let me give a little more color on how we see the private credit opportunity in Brazil.

The total Brazilian credit market reached $1.7 trillion in 2024, with $800 billion estimated to represent the addressable market opportunity for asset-backed, non-bank private credit, of which around $200 billion is already currently served through private credit vehicles, mainly CLOs. CLOs, which AUM in Brazil exceeded $150 billion as of September 2025, have been the fastest growing asset management strategy in the country, having grown at a 30%+ CAGR, compounded annual growth rate, since 2019. This growth is supported by multiple structural drivers, including, but not limited to, favorable regulation, banking disintermediation, tax incentives, and broader financial deepening and growing interest in the CLO structure amongst investors. With the acquisition of a majority stake in Solis, Patria significantly enhances its capabilities and scale in this very attractive market.

Finally, even within a high interest rate environment, we see building momentum in our real estate business. Our real estate strategies raised over $520 million in the fourth quarter of 2025, including over $260 million through a follow-on offering in our Brazilian logistics REITs, and over $180 million in our funds in Colombia. As the largest manager of REITs assets in Brazil, and one of the largest in Colombia, with over $8 billion of pro forma permanent capital fee earning AUM, we believe our substantial scale in this business is a significant competitive advantage when it comes to attracting investor capital, and we are excited with the opportunities this business has to offer heading into 2026.

Of course, fundraising alone does not drive growth in fee-earning AUM and management fees, and we are proud to report that redemptions decreased by approximately 25% in 2025 versus 2024, a clear reflection of our strong investment performance across our verticals. Our ability to grow our fee-earning AUM is further enhanced by the stickiness of our asset base, given that approximately 90% is in vehicles with no or limited redemptions, including 22% or $9.1 billion of fee-earning AUM in permanent capital vehicles. Our strong fundraising, coupled with low redemption rates and a sticky asset base, is translating into solid net organic growth as we generated approximately $2.4 billion of organic net inflows into fee-earning AUM in 2025, representing an organic growth rate of about 7%.

We see additional room for our organic growth rates to increase further in the years ahead, as we plan to grow our base of attractive products in sticky structures. In addition, with over 50% of our management fees charged on NAV or market value, our strong investment performance continues to be an important growth driver, contributing approximately $3 billion to our fee-earning AUM. Combined organic net inflows and the positive impact of investment performance added over $5.3 billion to our fee earning AUM in 2025. The impact of FX throughout the year was also positive, adding $2 billion to our fee-paying asset base. Finally, the acquisition of the Brazilian REITs discussed during our last earnings call and concluded in the second quarter of 2025, contributed with $600 million.

Summing it all together, our fee-earning AUM in the fourth quarter of 2025 reached $40.8 billion, up 24% or $7.9 billion year-over-year. Pro forma for recently announced acquisitions, our fee earning AUM is now at $47.4 billion. It is also important to highlight that as we expand our business, a large portion of the capital we raise will only flow into fee earning AUM as capital is deployed. Our fourth quarter 2025 pending fee earning AUM totaled about $2.9 billion, further highlighting our future fee earning AUM and management fee growth potential. Our fee earning AUM growth is also reflected in the diversification of our business.

Pro forma for recent acquisitions, our Fee Earning AUM base is well diversified across our asset classes, with 29% in GPMS, 26% in credit, 19% in real estate, 12% in private equity, 9% in infrastructure, and 6% in public equities. Patria today has over 35 investment strategies with more than 100 products, with no single product representing more than 8% of our pro forma Fee Earning AUM. Our largest fund, which is a Corporate Credit LatAm High Yield Fund, has approximately $3.8 billion in AUM and has delivered an impressive 13.1% net compounded annualized return since inception in 2022, and as of the fourth quarter 2025.

Our corporate credit LatAm high yield strategy, more broadly, which started back in 2000, currently has an aggregate AUM of over $5 billion, and as of the fourth quarter 2025, has outperformed its benchmark for every single period: one year, three years, five years, and since inception. With the since inception net compounded annualized return of 11.1%, exceeding the benchmark by more than 360 basis points. In terms of geography, approximately one-third of our assets are invested in Brazil, one-third in other Latin American countries, and one-third in developed markets across Europe and the United States.

With regards to our investor base, our sources of capital are also diversified across geographies, with approximately 27% of our AUM coming from Europe and the Middle East, 31% from Latin America, excluding Brazil, 16% from North America, 18% from Brazil, and 9% from the Asia Pacific region. Looking at our foreign exchange exposure, over 60% of our fee earning AUM is denominated in a diversified basket of hard currencies, mainly the U.S. dollar, and not exposed to soft currencies fluctuations. Finally, as I mentioned before, approximately 90% of our pro forma fee earnings AUM is in vehicles with no or limited redemptions, including 22% of, or $9.1 billion of fee earning AUM in permanent capital vehicles. These points further highlight the quality of our fee-paying asset base and the predictability and long duration of our management fees.

Finally, we're also expanding the number of flagship drawdown funds into new strategies and asset classes, including infrastructure development, infrastructure credit, private equity buyout, growth equity, venture capital, private credit, real estate development, secondaries, co-investment vehicles, among others. All of these products will be eligible to generate performance fees, highlighting the potential for even greater diversification of our performance fee earnings stream. Now, our strong fee earning AUM growth is translating into robust growth in fee-related earnings. In the fourth quarter of 2025, we reported fee-related earnings of $64.2 million, representing 30% sequential and 17% year-over-year growth, also supported by our margin expansion of 5% versus the third quarter of 2025, and 5% versus one year ago, reflecting our success in integrating acquisitions and the growing scale of our business.

For the full-year, fee-related earnings reached $202.5 million, up 19% and in line with our guidance. On a per share basis, fee-related earnings of $0.41 in the fourth quarter 2025 rose 30% sequentially and 14% year-over-year. full-year fee-related earnings per share was $1.28, a 15% year-over-year increase. Given our strong fundraising momentum and fee earning AUM growth outlook, we remain confident in meeting our 2026 fee-related earnings targets of $225 million-$245 million, or $1.42-$1.54 per share. In addition to our target of $260 million-$290 million, or $1.60-$1.80 per share.

As a reminder, our fee-related earnings targets are inclusive of already announced and prospective M&A. We reported $78.5 million of distributable earnings in the fourth quarter, and $200.9 million for the full-year. On a per share basis, this was $0.50 and $1.27, respectively. In addition to the very strong fee-related earnings growth we highlighted earlier, distributable earnings also benefited from multiple monetization events in our Infrastructure Fund III, as we announced last quarter. Our share count for the fourth quarter 2025 remains at 158 million shares. In connection with performance-related earnings, I think it is important to address the decrease in our net accrued performance fees, primarily due to Private Equity Buyout Fund V falling out of carry.

As this particular fund's performance is close to its hurdle rate, and given its European carry structure, foreign exchange and the price of public holdings can drive Private Equity Buyout Fund V in and out of carry frequently. However, as we look more deeply into our business, we are optimistic in our ability to generate future performance fees, as we believe we remain on track to deliver our performance-related earnings target range of $120 million-$140 million from the fourth quarter 2024 to the end of 2027. We have already realized $62 million of performance-related earnings against our target. Infrastructure Fund III, which is generating cash carry and had approximately $19 million of net accrued carry remaining as of year-end, is expected to generate performance fees in 2026.

Private Equity Buyout Fund VI, which is a 2019 vintage and has over $210 million of net accrued carry, is fully invested and entering its monetization phase. We have several newer strategies in growth and venture that have performed well, and while still early days, already have about $7 million of net accrued carry, a balance that we would expect to grow over the coming years. For both private equity and infrastructure, an increasing proportion of our growing co-investment assets are carry eligible, which has the potential to generate performance fees on a deal-by-deal basis. In addition, as I mentioned, we have an expanding range of drawdown funds across our asset classes eligible to generate performance fees.

To summarize, I want to reinforce that we believe that we are on track to deliver on our performance-related earnings target range of $120 million-$140 million from the fourth quarter 2024 to the end of 2027. With $62 million already realized, approximately $20 million expected in 2026, mainly from our Infrastructure Development Fund III, and the remaining balance expected to be realized in 2027 from multiple funds. Before I conclude, a quick note on macro. From our perspective, the macro events, both globally and within the region, favor the drivers of our business.

These long-term drivers, such as the financial deepening across Latin America, deregulation and pension reforms in large economies in the region, increased allocations to alternatives, robust demand for infrastructure investing, potentially lower interest rates on the back of declining inflation and better fiscal prospects. A consequence of more market-friendly governments being elected in the region continue to drive demand from both local and global investors. If anything, the current geopolitical scenario, coupled with a weaker U.S. dollar and attractive on-the-ground trends, are fueling increased interest in Latin America.... from a broadening range of investors. Incidentally, that is what capital markets showed in 2025 and also year to date, with the region outperforming in many asset classes.

With that as a backdrop, we think it is important for investors to keep in mind that we have close to 40 years of investing experience, navigating the various economic and political cycles in the region. This experience, combined with a greater diversification and resilience of our business, in our view, make us uniquely positioned to capitalize on both the increased investor interest in the region and the wide range of investment opportunities we see. Again, we are excited about the fundraising and fee-related earnings momentum we have been building. Momentum, which is supported by our increasing scale and capabilities across an expanding range of strategies. We believe our long-term opportunity and outlook remain bright, and none of this would be possible without the dedication and capabilities of our team members, for which I am very proud and grateful.

On a final note, I want to comment on organizational and structural changes we have announced in recent months. First, I would like to thank our CFO, Chief Financial Officer, Ana Russo. Ana approached me about a year ago with her plan to step down from her current corporate role as Patria's CFO, to focus the next stage of her career on advisory and non-executive roles and projects. We are sorry to see Ana leave, and want to thank her for all her hard work and contribution in the past several years. But we are glad that we will continue our relationship in several fronts, as, for example, with her current position as board member of Patria Moneda Asset Management in Chile. I wish Ana the best of luck as she charts a new career path.

Following an extensive review process, we announced that Rafael Denadai, currently Patria's partner and CFO of portfolio management, with over 25 years of experience, will assume the role of Patria's CFO, effective in April 2026. Ana, who will remain in her position until then, will provide more color on the transition in her prepared remarks. In addition, as we announced back in December 2025, to further strengthen our corporate structure in order to drive operational excellence and better support Patria's strategic execution at scale, Patria recently created the role of Global Chief Operating Officer, and was pleased to introduce Nikitas Tsilakis as our new global COO. Nikitas joins Patria from DWS Group, bringing over 20 years of extensive global experience in financial services, having led strategic planning, operational transformation, and regulatory initiatives. With that, I would like to once again welcome Nikitas and Rafael to their new roles.

Now, let me turn the call over to Ana to review our financial results in more detail. Thank you, Ana.

Ana Russo (CFO)

Thank you, Alex, for the kind words, and good morning, everyone. Indeed, it's quite rewarding to close out 2025 with $7.7 billion of organic fundraising, exceeding by a large margin our previously upwardly revised full-year target of $6.6 billion by more than $1 billion. We expect the strong fundraising momentum and fee earning AUM growth for 2025 to continue as we enter the second year of our current three-year plan, and are even more confident of our ability to achieve our objectives for 2026 and 2027. Before I review our financials in more detail, I would like to take a moment to speak about my transition from the CFO role.

Stepping down as a Patria CFO is a deeply personal decision, driven by my desire to dedicate the next stage of my career to advisory and non-executive position, areas where I believe I can contribute to a different organization, given my diverse background. I will continue serving as a board member of Patria Moneda Asset Management in Chile, and remain fully committed to Patria as a CFO through the end of April. Over the next few months, my focus will be on delivering all 2025 annual reports and regulatory obligations, supporting our new auditor, KPMG, as they complete their first annual audit, and most importantly, ensuring a smooth and effective transition to Rafael Denadai. I'm extremely proud of how Patria has evolved during my three-and-a-half-year tenure as CFO, and I'm confident that my colleague, Rafael, will do an excellent job and supported by a strong and committed team.

Let's review our fourth quarter and full-year 2025 results in more detail. Our full-year organic fundraising of $7.7 billion was an important step to deliver our cumulative three-year plan of $21 billion of total fundraising that we communicated at our 2024 Investor Day. Our success this year demonstrates that the strategic investments we made across our investment platforms, products, and distribution capabilities are paying off. We enter 2026 with greater visibility and unwavering confidence in our ability and our path to achieve our objectives for this year and next. Our fee AUM rose 24% year-over-year, and 5% sequentially to $40.8 billion.

The strong year-over-year growth reflects mainly the combination of solid organic net inflows of $2.4 billion, and the positive contribution from our strong investment in performance, in addition to a positive effects impact and the acquisition of several Brazilian REITs concluded in the second quarter of 2025. As Alex mentioned, our fee-earning AUM growth continues to highlight our expanding fundraising capabilities and deployment opportunities, coupled with the thickness and resilience of our asset base. Pending fee-earning AUM of $2.9 billion, combined with our fundraising goals, the 22% of fee-earning AUM that are in permanent capital vehicles, the almost 35% of fee-earning AUM in drawdown funds with an average life of six years, and an overall thickness of our asset base, altogether highlight our ongoing ability to generate net organic fee AUM growth over time.

Total fee revenue in the fourth quarter reached $101 million, up 8% year-over-year, and about 19% sequentially. For the full-year, total fee revenue reached $344 million, an increase of 14% versus one year ago. Our management fee rate averaged 92 basis points over the trailing four quarters. As reviewed at our December 9, 2024 Investor Day, we are steadily diversifying our business and introducing new investment strategies and product structures, which are key drivers of our growth. Consequently, our management fee rate will continue to evolve, and we expect our fee rate to trend towards approximately 90 basis points over the coming quarters, but with the potential to vary depending on the mix.

Looking into our expense line, operating expenses, which include personal and G&A expenses, total approximately $36.1 million in the quarter, up 5% sequentially and down 4% year-over-year. We remain focused on controlling expenses and capturing operating efficiencies, even as we continue to invest in the business. For the full-year, operating expenses total $141.6 million, up 8% versus 2024, mainly driven by new acquisitions and salary increase inflation adjustment, partially offset by realized operating efficiency. As we look ahead to 2026, excluding the impact of acquisitions, total expenses in the fourth quarter are a good starting point as we enter the new year.

Putting it all together, Patria delivered fee-related earnings of $64.3 million in the quarter, up 17% versus prior year and 30% sequentially, with an FRE margin that rose approximately five percentage points versus Q4 2024, and sequentially to 63.6%. We remind everyone that the fourth quarter is often our strongest quarter in terms of FRE margin, driven by the recognition of most of our high-margin incentive fees from our credit and public equity platform, which total $11.3 million in the quarter. For the full-year 2025, we generated $202.5 million of fee-related earnings, up 19% year-over-year, in line with our guidance.

As Alex mentioned, we continue to expect to generate $225 million-$245 million of FRE in 2026, and we remain confident that we are on path to deliver on our 2027 FRE target of $260 million-$290 million, with an FRE margin objective of 58%-60%. While our recent M&A may exert some short-term pressures of FRE margins, our expanding scale and ability to realize operating efficiencies keep us confident that we can meet our FRE margin objectives for 2026 and 2027 of 58%-60%. As noted on our last call, in Q4 2025, we had multiple monetization events in our Infrastructure Fund III, which generate $19.6 million of performance-related earnings in the fourth quarter.

We continue to expect Infrastructure III, which had approximately $19 million of net accrued performance fees at the quarter end, to continue its realization through 2026. Our total net accrued performance fee decreased from $402 million in the third quarter of 2025 to $249 million in the fourth quarter of 2025, mainly driven by private equity Fund V falling out of carry, driven by the price of public listed companies and FX. For reference purpose, if we consider the FX rate and the price of the public holdings by end of January, net accrued performance fees for Fund V would have been around $40 million. As we look more deeply into our business, and as detailed by Alex, we are optimistic about our ability to generate future performance fees from multiple funds.

Next, our net financial and other income and expenses in fourth quarter 2025 totaled a positive $1.8 million versus Q4 2024, mainly due to lower average debt and higher contribution from Tria, our energy trading platform. Sequentially, net financial income and other expenses were up of $0.8 million versus third quarter 2025, mainly reflecting a lower contribution from Tria. While it can vary sharply quarter to quarter, it's worth noting that in 2025, Tria contributed approximately $4 million to Patria, and we are very excited regarding the long-term potential of this business, and hope to share more updates on the development of this business over the course of 2026.

As of the end of the quarter, net debt totaled approximately $105 million, slightly below the $108 million for the third quarter 2025, as we did not have any meaningful M&A payments in the quarter. Our net debt to FRE ratio of 0.5 was well below our long-term guidance of 1x. Deferred M&A-related cash payments through 2028 currently total approximately $110 million, excluding potential earn-out. As highlighted in previous earnings calls, during third quarter, we entered a total return swap, or TRS, with a financial institution, through which 1.5 million shares were purchased on our behalf. We expect to settle the TRS by Q3 2026, at which point the share will be transferred to Patria and subsequently retired.

I would like to take the opportunity to recap our capital management strategy based on our strong cash generation and conversion of distributable earnings. First, we increased our dividend by $0.05 per share for 2026, resulting in an expected dividend payment of $100 million. Second, we will target around 3 million shares repurchased to offset dilution from stock-based compensation and any M&A transactions settled in shares. For this purpose, we may, again, consider the use of Total Return Swaps, which have proven to be a cost-effective capital management tool. With regard to current M&A, we expect funding to come primarily from cash. Also, as of December thirty-first, our 2026 deferred contingent payment totals approximately $100 million, of which about 80% is expected to be paid in cash.

To highlight our ample ability to fund our growth and maintain a healthy dividend, let's look at a simple math. Based on the midpoint of our 2026 FRE guidance and expected PRE, we estimate our cash generation in 2026 will be approximately $220 million. So subtracting our dividend, payment of TRS, and the current deferred and contingent payments noted before, will still leave us with the capacity to fund CapEx and additional M&A when considering our cash generation and our total unused debt capacity of over $100 million. Of note, our total current net debt capacity is about $235 million, or 1x FRE, compared to the $105 million at year-end, which is very conservative as industry standards.

All the above underscores the strength of our financial position to support growth initiatives and maintain strategic optionality for our shareholders. Our effective tax rate in the fourth quarter 2025 was 4.2%, excluding performance fees, which is usually crystallized in the tax favorable jurisdiction. The effective rate was 5.6%, which represent a 120 basis point improvement versus Q4 2024 on a comparable basis. The reduction was mainly driven by tax credits on our U.K. entities. On a full-year basis, excluding performance fees, the effective tax rate reached 6.3%, with a 180 basis points lower than 2024. Looking ahead, we continue to expect our annual tax rate to average around 10%. In the fourth quarter, we generated $78.5 million of distributable earnings, or $0.50 per share.

For the full-year, Distributable Earnings were $200.9 million, or $1.27 per share, representing 6% year-over-year growth from $189.2 million in 2024, with a strong FRE growth more than offsetting lower performance-related earnings and the higher share count. While FRE and DE are important financial metrics, I would like to give you some additional color on line items that impact our net income. In 2025, net income totaled $85.6 million, which is up 19% versus $71.9 million in 2024. The increase of $13.6 million is mainly driven by Distributable Earnings growth and lower deferred contingent consideration, partially offset by higher than originally anticipated equity-based compensation, reflecting better performance, lower employee turnover, and expansion of the program.

We plan to give more color on the equity-based comp and other line items during our first quarter call. We finished the quarter with 158 million shares, unchanged from the prior quarter. We did not repurchase any share in the quarter and continue to expect the share count to average between 158 and 160 million from 2025 through 2027, inclusive of our additional share repurchase. In 2025, the board approved a share repurchase program of up to 3 million shares, of which we have utilized 1.5 million through the TRS. At our recent board meeting, we received the approval for an additional 3 million shares to be added to the program. Finally, we declare a dividend of $0.15 per share for the fourth quarter.

We remind everyone that we have updated our fixed dividend policy from $0.60 in 2025 to $0.65 per share for 2026, an increase of 8%. Overall, we are truly encouraged by our fourth quarter results and with the momentum we are building as we continue to diversify and improve the resilience of our business. We believe we are firmly on track to achieve the various targets we have shared with you, and we are excited by the growth opportunity ahead. Thank you, everybody, for dialing in, and we are now ready to answer your questions.

Operator (participant)

Thank you. As a reminder, to ask a question, please press star one one on your telephone and wait for your name to be announced. To withdraw your question, please press star one one again. In the interest of time, we ask that you please keep your questions to one question and one follow-up. Please stand by while we compile the Q&A roster. Our first question comes from Craig Siegenthaler of Bank of America. Your line is open.

Craig Siegenthaler (Managing Director)

Good morning, Alexandre. Hope everyone's doing well.

Alexandre Saigh (CEO)

Hey, Craig, how are you? Thank you, thank you very much for your participating in the call. Thanks a lot.

Craig Siegenthaler (Managing Director)

I'm good. I'm good. So, first question is on private equity valuation process. We've, we've had some recent inbound on the topic, so I thought we could, kind of clean it up here. Private equity funds four and five, they're both pre-2016 vintage funds. They both have a significant amount of unrealized value. So I was wondering if you could talk about your internal valuation process, how it works, and also how those valuations are validated by third parties.

Alexandre Saigh (CEO)

Okay, thank you very much, Craig. Thanks for your, for your question. On the, the valuation process, we, in summary, we use, a, you know, industry practice, industry common valuation process for our private assets, drawdown funds and our, our infrastructure funds, all of our drawdown funds. We, once a year, we have an independent appraiser to value the funds. We normally use a recognized independent appraiser that does the valuation, with, year-end numbers, in this case, end of 2025.

This independent appraiser works with the management teams of the respective portfolio company, you know, going through a whole, you know, understanding of the business, understanding of the next 3-5 years and future prospects of the business, and a, you know, a more of a, you know, technical discounted cash flow model as it is, you know, common in the industry for these kinds of valuations. And then this valuation, of course, is compared with multiples, and compared with industry multiples, peers, if there are no comparable listed peers, whatever. So it's, of course, the main methodology is the discounted cash flow, and of course the end result is compared with peers, valuations, listed, non-listed, M&A transactions, et cetera, et cetera.

As it, as it is, what I'm saying is completely normal, for these kind of, valuations in the industry. And, and what, what we do is actually we then... Now they give us a range, and then we value, within the range, we actually mark the, the companies, one by one. That's what, that's, that's what we do. And during the year, we don't really do much. Now, we just actually have the valuation, during the year, quarter by quarter, be adjusted by the cost of capital of that specific business, and adjust the valuation if something major happens, like a, you know, we sell part of the business or we, you know, we merge or whatever would be, or something really went, goes wrong, like, you know, COVID or something like that, whatever.

But if there was no major changes, we really don't like, and we are advised not really to keep changing the valuation of the business. If nothing major happens with that specific business during the year, we just then adjust the valuation by, again, the cost of capital, until we go through that process, all that process again at the end of the subsequent year. So again, we have been doing this for since inception, right? Our first private equity fund was back in 1997. It's gonna be 30 years, now 29 years as of now. You know, we know that because it's gonna be this year is gonna be our, you know, annual meeting with investors number 29, and we do one a year, so it's now 29 years ago, we did our first one.

We've been doing this, you know, kind of valuation, you know, for the businesses since then. We check with the industry practices now and again, and the industry practices continue to be more or less what I just mentioned. But it's different, and I think there's sometimes a confusion when we, you know, about no charging management fees and performance fees, et cetera. No, we do not charge management fees on NAV for the drawdown funds. So the valuation is an indicative value because it doesn't mean much for our revenues. It doesn't mean anything for our revenues because we charge on costs.

So if we did invest $100 dollars in that business, and that business now is valued at $150 or $50, we continue charging on $100 until we sell the business. So the valuation does not affect our management fees. Number two, we do not run performance fees, unrealized performance fees, through our P&L. So if we have more performance fee, more unrealized performance fees or less unrealized performance fees, all the numbers, as you just heard me say about our 2025 financials and Ana Russo say about our 2025 financials, does not affect any little bit, okay? It's no effect whatsoever because we do not run our performance fees through our P&L. Our team, our employees are not incentivized by unrealized performance fees.

They do not receive a bonus on unrealized performance fees. So if the valuation is, one, two, three, or four, ten or zero, their bonus is exactly the same. We only run the performance fees through our P&L. We only recognize performance fees if they are paid, if they're paid, cash in the bank, and then we recognize as revenues, and then we calculate the bonuses of our employees, and we pay a couple of quarters later. So there's even a negative working capital here, the firm versus the employees on paying performance fees. Now, we don't anticipate any performance fees as bonus before we actually get the cash, okay? And we get the money in the bank account. So we do actually give the number of unrealized performance fees as an off-balance-sheet number.

Now, completely off-balance sheet, is unrealized, and as you, as you probably saw, for the December 2025 numbers, we have around $250 million of unrealized performance fees. And, we, we, we gave the guidance that we're gonna, you know, we should generate around $120 million-$140 million of performance fees from the last quarter of 2024 all the way to the end of 2027. We already realized 60+. We have another 60 to go, $60 million, and there's a, I think the, the, the most, the highest probability fund that will generate performance fees continues to be Infrastructure Fund III for 2026. We just gave the guidance that we think we're gonna generate another $20 million for 2026.

And there are so many other strategies that today we have in our menu of products that generate performance fees, venture capital, growth equity, private debt, opportunistic real estate, blah, blah, blah, blah, blah. All of them should then generate more fees that we should actually make us hit the target by the end of 2027. So this is what we do. Again, it's industry practice. We try to be as conservative as possible, but we get a valuation range from the appraiser. You know, we normally don't.

Of course, we talk to the appraiser about the valuation process, but what we do is, like, we try to put in the middle of the range, and that's how we use the exercise of how we actually mark our companies. I think it's... Now, again, it's this is-- you, again, you are, you know the industry very well, and sometimes you might compare the valuation of a company with another company that you might know well in another industry, in another country, in another situation. One company is doing better, the other company is doing worse. One company is this, one company is that, one company has more debt, less debt, has a...

You know, it's very hard sometimes for you to compare one single asset with another single asset. Of course, it's hard for us to also be able to have, you know, individual opinions because we follow the valuation of the independent appraiser, okay? So this is what we do, and yeah, our Private Equity Fund IV, as you know, has been underperforming, and now we have Private Equity Fund V also not generating performance fees. So now two funds that as of the end of 2025, we don't expect performance fees coming from these two funds. And this is also already reflected on, in all of our numbers.

So when we gave our projections, guidance for 25, 26, 27, at the end of 2024, we had a backstop with 25, 26, 27 projections. As you can see from that presentation, we had asset class by asset class projection. And you can see that we were conservative in capital raising for private equity, given that private equity fund IV and V are underperforming. And we were more optimistic and realistic about, you know, fundraising for the other asset classes. So and if you look at how much money we raised in 2025, $7.7 billion, surpassing by 30% our initial guidance of $6 billion. 30% more than our initial guidance is a substantial increase. In which asset classes? In credit, in real estate, and in GPMS, Global Private Markets Solutions.

So we were not expecting to raise, in 2025, more money for the private equity asset class vertical. We were expecting to raise from other asset classes. Not only we did, we surpassed in total by 30% our initial guidance. We gave a guidance for 2026 of $7 billion organic fundraising, in 2027 for $8 billion, and we raised $7.7 billion in 2025. So I think we're in a strong position to continue delivering the guidance and hopefully even exceeding. So I hope I, I answered your questions there.

Craig Siegenthaler (Managing Director)

Thank you, Alexandre. I do have a follow-up also on private equity, but, you know, if you look at the MSCI Brazil Index of listed public equities, you know, Brazil's been very strong, as you know. It's returned 55% over the last twelve months, outperforming the S&P 500 in the U.S. by about 40%. Interest rates are expected to decline in Brazil. All this should benefit public equities, private equities, your real estate realization pipeline. So can you talk about the prospects for both IPOs and strategic exits in private equity in 2026? And I assume, exits to other private equity firms are still quite limited at this moment, given the lack of competition in Brazil, too.

Alexandre Saigh (CEO)

Yes, thank you very much. Yeah, I think normally, I'm generalizing again here, sorry to generalize, listed traded securities do anticipate trends, and in this case, I think the upward trend that you just mentioned, you know, we did see through the 2025 numbers of listed securities, and the MSCI is one of them. As you mentioned, appreciated substantially in 2025 in local currency and in U.S. dollars. Of course, the U.S. dollars, you know, weakened against some of the local currency, so that's helped the U.S. dollar also base return. That normally translates into private securities with time.

It is not from Monday to Tuesday, but the whole enthusiasm with the region and investors start, you know, you know, buying assets which they can, and the listed ones are the ones that they have more access, because they're listed, of course. The private assets come in due time, and that's exactly what we're seeing, and we're a lot of exits from both our Infrastructure and Private Equity funds, programmed infrastructure coming first. Basically, all of the assets of our Infrastructure Fund II were sold already. All of the assets of our Infrastructure Fund III are sold, most of the assets in the Infrastructure Fund III, so we're getting into the mode of, you know, beginning to realize the investments of Infrastructure Fund IV. Same in Private Equity.

I think focusing on selling the assets of Private Equity Fund IV and V. Private equity fund four were, you know, as we did invest mostly in healthcare, it was affected by COVID, but, you know, companies there are recovering. And Private Equity Fund V, we have invested also in healthcare, also investing in other sectors, and Private Equity Fund VI and VII, VI fully invested, seven being invested now should, you know, begin to come into realization. Also, we have the growth equity funds, which are also private equity.

Now, we just mentioned about the private equity buyout funds, but we have private equity growth funds, Private Equity Growth Fund I, which is a single asset fund, which was managed by Kamaroopin, the asset manager that we did partner with acquired a couple of years ago, is a company in the pet care space that is doing extremely well, and that's a prospect for a sale and IPO as well. We also see Private Equity Growth Fund II, with already two realizations, one partial realization, one full realization, of an education company, was the full realization. And we see other prospects coming along of more realizations this year, and in 2026.

And we also see our Private Equity Venture Fund, you know, with you know, significant and important realizations, in 2025 and other realizations coming into 2026. One of the notorious realizations that we did, of our Private Equity Venture Fund III was a company called Avenue, which is basically a brokerage house targeted for Brazilians willing to open a cash account or a bank account in U.S. dollars, and it was acquired by Itaú. It was a very, very, very good deal for us. So not only is, you know, the private equity buyout strategies that are, you know, posed to generate performance fees-...

Our, you know, private equity growth funds, our private equity venture funds, our infrastructure development funds, our, you know, real estate opportunistic funds that we have in Colombia, that is also ripe for realizations. Our, you know, real estate opportunistic funds in Chile that also are ripe for realizations and generate and will generate performance fees in the future. And now, with other funds like private debt that we raised Private Debt LatAm I, also fully invested, short duration, should generate performance fees in the future, and we are currently on the road raising Private Debt III. So again, I think we're excited about the prospects, but, you know, boil everything down, we're expecting $60 million of performance fees over the next two years. 20 should come from Infrastructure Fund III.

Our presentation shows that we have an inventory as of December 2025, of approximately $250 million of performance fees. So 60 out of 250, it's close to, you know, 20%, 20-something%. So we're, you know, if we realize 20-something% of that to $49 million-$50 million of performance fees that we showed, as of now in our December 2025 numbers, we should then be able to hit the guidance that we gave for the next two years. Of course, no, no major caveats. Performance fees depends on so many things. It depends on, on the macro situation, it depends on the political situation. So I'm, I'm just saying this, you know, macro caveat here.

I think when I look into management fees, the predictability and predictability of our management fee is given that 22% of fee-paying AUM is now permanent capital structures, and we have long-dated drawdown funds. 90% of our funds are in drawdown funds or permanent capital. I can say with more confidence that our predictability of our management fees and therefore our FRE is more visible. Everything that I said about performance fees is a big no question mark, because things can happen and companies can perform better or worse, as the macro situation can get better or worse, the US dollar can strengthen and weaken.

So therefore, we have a low hit ratio, and I'm putting this major caveat that we might generate it, but we might not as well, given they are performance fees, not management fees that are already being driven by permanent capital or drawdown funds in nature. Okay. Thank you, Greg.

Operator (participant)

Thank you. And our next question comes from Lindsey Shemma of Goldman Sachs. Your line is open.

Lindsey Shemma (Equity Research Associate)

Hi, good morning, Alex, Ana, and Andre. Thank you for taking my question. Just wondering, you maintained your 2026 fundraising guidance, and because of that, it does imply slightly lower fundraising in 2026. So because of that, I just wanna understand, do you see any risks to fundraising? Are you maybe a little bit less optimistic? And what are really those reasons for maintaining the fundraising guidance where they are? And then on the flip side, if there's kind of any upside risk to that guidance. And then on that note, if you could just mention how much of your fundraising is coming from your own fund of funds, and how that plays into your fundraising. Thank you.

Alexandre Saigh (CEO)

Hi, Lindsey. Thanks for the question, and thanks for participating in the call. No, we're just being conservative, to be honest. I think it's... we're not we had a guidance, we gave a three-year plan. Now, we wanna hit the three-year plan, and the three-year plan that we did give out December of 2024 was to raise organically $21 billion. So it would be six in 2025, which we did 7.7, actual 7.7 versus six, the guidance, and seven for 2026, eight for 2027. So 6+ the 7+ the 8, $21 billion, our organic fundraising to hit the $70 billion of fee earning AUM by the end of 2027, having started in the end of 2024 at around 35.

So we would, you know, double Fee Earning AUM, which is 25% increase per year. And we are, you know, extremely positive about our fundraising momentum, and but we wanted to keep that as a $7-$8 billion guidance. Nothing, nothing that, you know, really worries about that. On the contrary, we see good momentum. But we didn't see any reason for us to upsize this guidance, given that it's $21 billion for the three years. I think we're in a good momentum to deliver the three-year plan.

But, you know, having said that, let us go through the first one or two quarters of 2026, then we're gonna be in the mid of the $21 billion target, and if we feel even more confident, we'll come out with a new number. Hopefully, cannot guarantee, hopefully, it's gonna be on the positive side, but that's, that's it. It was more for conservative reasons than any other reason. On the second part of your question, that our fund of funds do not really fund our funds, to be honest. And if you, you know, private equity and infrastructure, if that's what you're referring to, we don't see any of our-- we don't have any fund of funds investing in our buyouts of private equity funds, growth private equity funds.

venture private equity funds. We don't have any fund of-- our fund of funds investing in our development infrastructure funds. We do not do-- we do not-- we don't have that, you know, fund of, fund of funds investing in our own funds, that I can... I don't know, help, Marco, any comments there? I don't think we have anything, right?

Marco D'Ippolito (Managing Partner and Chief Strategy and Corporate Development Officer)

Hello, Lindsey. My only comment here... Good afternoon, everyone. My only comment here is, as Alex said, we don't have a fund of fund. We do manage a listed trust that has actually funded one of our secondary funds. The amount is $75 million. Again, a very small amount relative to the overall fundraising for last year. Just to remind, this is a vehicle that has an independent board, is a listed trust, listed in the London Stock Exchange. Therefore, decisions are subject to an independent board.

Okay. Any subsequent questions, Lindsey? Did we manage to answer your questions, please?

Lindsey Shemma (Equity Research Associate)

Yeah, thank you, Marco. It was the listed vehicle that I was asking-

Alexandre Saigh (CEO)

Oh, okay.

Lindsey Shemma (Equity Research Associate)

-about there. Then maybe just some further color on fundraising. Are you still seeing international interest in Latin America as a region? I know Brazil has been kind of a hot topic right now. What regions are you really seeing the most interest from, and where do you expect that incremental fundraising to come from? Thanks.

Alexandre Saigh (CEO)

Yeah. No, thank you, Lindsey. No, yeah, I think I have been saying that, I think, over the last several earnings calls, that we have been geographically overperforming LatAm, overperforming Asia, Middle East. We're kind of, you know, performing at expectations in Europe, and we are underperforming the U.S. So I've been saying that for several, you know, earnings calls. That hasn't really changed much throughout the whole year 2025. We have been, again, overperforming LatAm. In general, we have been overperforming, right? 7.7 versus a guidance of 6, 30% more. Where is it coming from? Overperforming Asia Pacific, overperforming the Middle East, overperforming LatAm, in line with our expectations in Europe, underperforming the U.S.

And asset class-wise, overperforming credit, overperforming GPMS, overperforming infrastructure in line with real estate, and in line with private equity. As I mentioned, while our expectations for private equity were low, but we're in line with our expectations. We see these geopolitical shifts in the world, you know, benefiting LatAm. We see, you know, interest from, you know, Asia Pacific, Middle East, and LatAm itself. I think it's, you know, some of that interest in LatAm has to do with geopolitical shifts in some of the investors in these regions allocating more to LatAm, versus other parts of the world.

I think LatAm is extremely well positioned to benefit from these trends, given the solid democracies with solid institutional frameworks, solid regulatory framework with. You know, if you look at the, you know, kind of balanced fiscal budgets relative to other countries in the world, of course, you can see that, you can say that 1% or 2 there or here is that, but if you compare to other countries in the world, in a somewhat better situation. We see also a region of the world with a, you know, high percentage of renewable energy being, you know, driving you know manufacturing. We have commodities, soft and hard commodities in the region.

We have, you know, the region has the second largest deposit of rare earths in the world, is in the region. A region that is also rich in oil and gas, and also in protein and other commodities. So it's a region that actually was, in my view, underrated for so many years, and now I think it's getting its place under the sun. Optimistic about continuing to see even more resources coming to the region in the near future, Lindsey. Thank you.

Operator (participant)

Thank you.

Alexandre Saigh (CEO)

Thank you.

Operator (participant)

Our next question comes from Ricardo Buchpiguel of BTG Pactual. Your line is open.

Ricardo Buchpiguel (Equity Reseach Director)

Hi, everyone, and thank you for the opportunity of making questions. Can you please provide more color on the nature of the process related to the around $100 million in litigation liabilities Patria has? And also comment about the chances of having to pay some of this value, and how are the key steps on the main litigations on this bulk of $100 million? Thank you.

Alexandre Saigh (CEO)

All right, Ana, do you wanna, do you wanna help me with this answer? I think specifically the, the litigation, liability, please.

Ana Russo (CFO)

Hello, good morning. Thank you, Ricardo, for the question. I will also making sure that this, the $100 million, as is posted in our, I think you, in our, financial statement and also 20-F, it's just so, so that is not in our balance sheet, as you know, because we just consider and accrue if there is a possibility for considering that is losing. So you, as part of our-

... information, you're gonna see that more than 80% of this liability of this litigation, we already, it's gonna went away in our next reports. And, basically, as we already in the past already included in all the statements that are very, no, it was not possible - it was not, it was not a remote, but it was probable. So it's, we actually won, and this more than 85% is gonna go away in our next reports, okay? So we will, we will see in our next reports.

Ricardo Buchpiguel (Equity Reseach Director)

That's clear. Thank you. And a follow-up question: We saw that there was an increase in transaction costs related to M&As. I understand that Patria has been reaccelerating the M&A agenda, and some announcements were made this year. So my question is if we should expect this level of transaction costs of around, like, $20 million, $25 million per quarter in the following quarters?

Alexandre Saigh (CEO)

Yeah, I think. Well, I can take that from a macro view, and then I can, you know, answer specific about the numbers. Just again, just to, you know, go through this litigation process again. So, we won a specific litigation there, Ricardo, where around approximately 85% of the number of $100 million will come out of our numbers as of beginning of 2026, okay? So that's 85% out of the $100 million there.

On transaction costs, I think we did say, I think, to the market that we would have a hiatus in our acquisitions during 2025 in order to be able to show our, you know, capability to integrate the businesses that we have acquired and fundraise for the businesses that we did acquire, which I think, you know, we were spot on. With the $7.7 billion that we raised, does not include any acquisitions, because we did not do any acquisitions during 2025. And we raised money for, you know, businesses that we had acquired in the past, like our, you know, credit business, our GPMS business, et cetera, and our real estate business as well. So, you know, happy that that happened. We had one year of hiatus.

In addition, we also mentioned that as you know, we do integrate these acquisitions, we'll bring our FRE margins again to 58%-60%. Now, our, you know, FRE margin was close to 59% for 2025, so right in the middle of the 58%-60% number that we gave. Because, and compared to 2024, our margins increased from around 56% to around 59%, because of the, you know, integration of the businesses that we acquired in 2024 or, earlier than that, okay? We also mentioned that as of the end of 2025, we would like to continue our, you know, acquisitions in, you know, very strategically placed.

We also gave the guidance in December 2024, that we would fundraise $21 billion organically, as I mentioned here in today's answer, but also do $18 billion of fee-paying AUM acquisitions, in order to reach 70 billion of fee-paying AUM by 2027. So we will, you know, come back with the acquisitions programs, as we did with the acquisition of this private debt platform, private credit platform in Brazil, plus some real estate investment trust in Brazil as well. Plus, recently, we announced the signing of a global private market solution business in the United States called WP. So yes, I think we will come back, and I think what is the guideline is the $18 billion.

If you add this, three acquisitions is around $7.5-$8 billion. So we see that, or we give us a guidance that we should try to buy another $10 billion of fee-paying AUM by the end of 2027. So that's, it's the same, the same guidance as we gave in the end of 2024, the 18. I'm just subtracting what we have already acquired, around 8, so we have another 10 to go, by the end of 2027. I hope I answered your question.

Ricardo Buchpiguel (Equity Reseach Director)

No, that's clear. And given that the pace of M&A should continue in line with the strategy here, should we expect still this transaction cost that impacts the accounting net profit and exclude from distributable earnings to continue to be around, like, $20-$25 million?

Alexandre Saigh (CEO)

Yeah, sorry. That's right. Ana, if you can comment on the number itself, please. I'm sorry.

Ana Russo (CFO)

Yes.

Alexandre Saigh (CEO)

I, I forgot the second part of your answer. Thank you. No problem.

Ana Russo (CFO)

Ricardo, as you know, this line of transaction costs, including all our non-recurring expenses, which is directly related to our M&As and also restructuring costs, as you know, the quarter specifically was accelerated because of, those, M&A agenda, as, Alexandre mentioned, the closing of those, two, of Solus and RBR and the, signing of WP. And specifically in this quarter is a higher, is, is higher than usual, the quarter specifically because of the impact of those transactions and some of the, specific, agreements that hit or, cost that hit the fourth quarter. So when we look in a quarterly basis is, is I would say this is on the high end, so you can, you know, it's too high to consider that it's all quarters gonna be around $20.

But we have no new M&As, when we talk about total year, we can expect, you know, to have a slightly lower next year, but not in a quarterly basis. $20 million is more on the high side because of those events happening in the same quarter. Okay. I think I... I don't know if I answered your question.

Ricardo Buchpiguel (Equity Reseach Director)

That's, that's very clear. So mainly when you are closing M&A, we should see more towards this level. That's very clear. Thank you.

Operator (participant)

Thank you. Our next question comes from Nicolas Bacellar of BNP Paribas, your line is open.

Nicolas Bacellar (Equity Research Analyst)

Hello. Thank you very much for taking my question. I would like to bring the discussion back to the flagship PE and infrastructure funds. I acknowledge this is not the bulk of your fundraising targets for the next few years. Still, I would like to have a bit of color from your side. I mean, you've managed to raise the successive funds in what was a difficult environment, macro environment for the LatAm region. And I was wondering if you could tell us more about the changes in the LP base you might have had from PE Fund IV to PE Fund V, and same thing on the infra, and particularly the sort of re-up rates you've managed to achieve from your LPs. Thank you.

Alexandre Saigh (CEO)

Hi, Nicolas. Thanks for your question. Well, we have seen in general, I think if we go back to our earlier funds and today, a shift from endowments and family offices to institutional investors. So if you look at the absolute value of the dollars that we raised, more and more for these funds that you mentioned, the drawdown funds, private equity funds and infrastructure funds, drawdown, private equity buyout, private equity growth, and infrastructure development, which no value add, we see more and more institutional investors composing the absolute value of the fundraising. You can have, you know, a big number of family offices, but in absolute value they are contributing less in... and because the institutional investors comes with, you know, sizable checks, more sizable checks.

So that has been the trend in most of our, you know, drawdown funds. Those that you just mentioned specifically, the trends are similar to ones that I described. Reup rates, they go from 40%-60%, reup rates. I think the latest fund that we are raising, drawdown, is our Secondary Opportunities Fund V. We have re-up rates above 50%. So that's the latest one, so to give you, you know, fresh news on that. And if you go back to the funds that you mentioned, even though you mentioned Private Equity Buyout Fund IV, but it's a 10-year-old fund.

To be honest, I forget now how what is the re-up rate versus private equity buyout number three, because it's 10, 12 years ago. But the latest funds, it's around the 40%-60%, which I have in mind, number, Nicolas. I can get back to you offline on the re-up rate of Private Equity Buyout VI, which I forget, given that it's now a 10-year-old fund. But the last ones that I see, Infrastructure Development Fund V, that we closed in 2025, that's the range, 40%-60% reups.

Secondary Opportunities Fund V, we see now around 50% re-up rates, so that's more or less between 40% and 60% for the more recent funds that I have fresher in my memory. But I can go offline and look for you for the older funds, okay? If you don't mind.

Nicolas Bacellar (Equity Research Analyst)

Thank you very much.

Alexandre Saigh (CEO)

Thank you.

Operator (participant)

Thank you.

Alexandre Saigh (CEO)

Yes.

Operator (participant)

Our next question comes from Carlos Gomez-Lopez of HSBC.

Carlos Gomez-Lopez (Equity Research Analyst)

Thank you for taking my questions. First, I wanted to congratulate, I think, Ana is responsible for a very good presentation, very detailed. Thank you for that. It's very appreciated, and good job, and good luck in your next endeavor. Specifically on page 21, you give us a very good breakdown about shares outstanding, in which the increase in the first quarter of 2025. We understand it is related to particular transactions based on an activity. What should we expect for the share count in the next, let's say, two or three years? Where should we expect it to be, the type of dilution should shareholders consider?

And second, when you look at the EPS evolution on page 22, and I realize that the EPS earnings is not everything, but you have had 126, 123, 124 in 2024, 127 in 2025. What... Again, what is the evolution that we should expect in the coming years during your under? Thank you.

Alexandre Saigh (CEO)

Oh, Carlos, thank you for your question. And I'll ask also Anna to help me here and answer, specifically, on the numbers that you just mentioned. In general, we gave a guide, a guideline in our December 2024 three-year plan backstay. That we will have a share count of around 158-160 million shares for the 2025, 2026 and 2027 period. We have finished 2025 with 158 million shares, and we project 2026-2027 for the share counts to stay within that range, you know, around 160 million shares, around 160 million shares.

Again, a guideline that we gave in the end of 2024 for the 2025, 2026 and 2027 periods. And we have as also we gave as a guideline our FRE for 2026, for this year, is $225 million-$245 million, with a mid-range, of course, of $235 million. And for 2027, $260 million-$290 million, with a mid-range, $275 million. So then we use these numbers and we use the share count that I gave you and to calculate the FRE per share. And Anna, do you have the specific numbers there that you can help me, please, for FRE per share for 2026 and 2027?

Ana Russo (CFO)

Sorry, I was in mute. Yes. I think just so understand what, you know, Carlos, what you're saying. So when we look into our FRE per share on... Sorry, we have $1.08 on the FRE, when we talk of—I'm sorry, two. You were talking about FRE per share. I'm sorry that we couldn't hear you.

Carlos Gomez-Lopez (Equity Research Analyst)

Well, actually, your answer has been on FRE per share, and I understand that it's the main metric that you use. But I was looking at distributable earnings, which ultimately is the measure for shareholders, I guess.

Ana Russo (CFO)

Correct. Okay.

Alexandre Saigh (CEO)

Yeah. What... It's, to be honest, it's very hard to listen exactly to what you were asking. I think there was a noise in the background, so I understood the FRE, but you're saying DE. So I'm sorry about that, Carlos.

Carlos Gomez-Lopez (Equity Research Analyst)

No, no, it's my, it's my fault. I hope it's better now. Okay.

Alexandre Saigh (CEO)

No, I'm sorry. We were not listening very well to your question. So on the DE side, what we do is the following: we give an FRE number, which is the one that I just gave you, you know, $225 million-$245 million for 2026, $260 million-$190 million for 2027. We also give them a share count number, which is 158 million shares-160 million shares for 2026 and 2027. And we also give a FRE performance related earnings number.

We do not give a per year number because it's very hard, as I was, I think, answering one of the questions here today, to pinpoint exactly which quarter, which year that performance fees is gonna be generated. So we gave a three-year guidance. The three-year guidance was $120 million-$140 million of performance fees. As of the end of 2025, we generated approximately $62 million of performance fees. So for 2026 and 2027, there's $60 million-$80 million to go, okay? It's very hard, again, to predict exactly what quarter or what, even what year, so that's why we gave a three-year guidance. We are one year into the guidance. We have another two years to go.

If we take into the low end of the range, which is now $60 million to go of performance fees. Now, we predict that Infrastructure Fund III is the one that will probably generate the highest probability to generate performance fees. And we estimate that there is an unrealized performance fees in that fund of $20 million. So that's 20 out of the 60, and the other $40 million should come from other funds that we have, several funds that are maturing to generate performance fees in several different asset classes. So, we don't give specific DE per share on a quarter-by-quarter basis or year-by-year basis because of this nature of our performance fees.

I don't know if I managed to answer your question.

Carlos Gomez-Lopez (Equity Research Analyst)

No, you have answered the question. And last one, do you expect the tax rate, which is now, again, around 5% or so, to stay in those levels?

Alexandre Saigh (CEO)

Our guidance on tax is around 10% tax rate. That's our guidance. We're currently been able to have a lower tax rate for several different reasons. One, specifically for 2025, is because we had a tax credit in the U.K. But we don't see that as a recurring tax credit for 2026, 2027. So we should, as we move into 2026, 2027, to see approximately a 10% tax rate. And Anna, do you want to comment on that as well, please?

Ana Russo (CFO)

Yes, our tax rate, there are two impacts when you look into our tax rate, is also performance. The size of the performance fee also impacts our effective tax rate, because some of this revenue sometimes comes from, you know, jurisdiction which have a favorable tax rate. So you also have to take that into consideration when comparing year-over-year. But when we look into over time, and as Alexandre mentioned, and I mentioned my, you know, in my remarks, is actually this year was actually had a favorable impact of a credit on the U.K. And therefore, we foresee for the next three years that at the end of this three-year period, it would reach approximately 10%.

So it's gonna increase over time to reach approximately 10% as we increase revenue and incoming jurisdictions and pay more tax as we, you know, as our mix of M&As that enters it, also our revenue. So this is, has been our guidance, and we're looking to our field.

Carlos Gomez-Lopez (Equity Research Analyst)

Very clear. Thank you so much.

Operator (participant)

Thank you.

And-

Our next question comes from Fernanda Sayão of JP Morgan. Your line is open.

Fernanda Sayão (Equity Research Analyst)

Alex, Sayão and Andre team, thanks for the opportunity to ask questions. You've been growing very aggressively on the real estate business. Could you elaborate a little bit more on the strategy here, and how dependent do you think that lower rates is to grow this business?

Alexandre Saigh (CEO)

Thank you, Fernanda. Thanks for your question. Well, we are extremely excited with our real estate business in general, not only in Brazil, but in LatAm. We are the largest real estate investment trust manager in Brazil as of now, and scale in this asset class does matter. Yes, I think it's we've been, you know, successfully fundraising, and there are several ways that we can fundraise. It is an asset class in general that is interest rate dependent. Yes, it is in general.

We see that as interest rates do raise, you have a slower pace of fundraising as interest rates start showing a trend of decreasing, which is the case of Brazil, which is, you know, we saw that in Chile last year. We see the fundraising increasing, so it is dependent. Interest rates—when interest rates increased in Brazil, using Brazil as an example, the pace of fundraising decreased and vice versa. Now, we see that the Brazilian Central Bank will most probably reduce interest rates in Brazil this year, as the yield curve also shows that. And our fundraising pace, at least in Brazil, should increase. So it should be better fundraising environment for our Brazilian real estate investment trusts.

In addition, Fernanda, what we also see that the, you know, given the size of our of our funds in Brazil, we have a lot of investors that are look to us, and of course we are talking also proactively with investors in exchanging their assets for shares of the fund. So it's an asset exchange. If you have a portfolio of real estate and you want to exit that portfolio, you know, maybe you don't wanna sell the whole real estate 100%, you can actually, you know, get shares of the fund, and you can sell 10% now, 20% then, because we have large funds that do have a sizable and very reasonable daily liquidity. It's also, you know, very interesting for for families when they do inheritance planning.

If you know have one real estate or a portfolio of real estate, and you have two or three sons or daughters, now you don't have to sell the whole thing, and you don't have to give one real estate divided by three. You can give shares of a fund, which for inheritance purposes and financial planning is very, very intelligent. So we see a lot of, you know, not only institutional investors looking for our funds as a liquidity path, such as exchanging their portfolio with shares of our funds. We also see families and family offices looking for our funds in order to have better family inheritance planning. So all of that together, I think we see that 2026 should be a better year in Brazil for fundraising for the real estate investment trust versus 2025.

2025 was already a good year, and we already started doing this exchange of assets for shares of the fund. But I think we see even more so in 2026. So yes, I think, you know, we're excited about that asset class, and I think that, you know, adds to our enthusiasm with fundraising for 2026, Fernanda. Hope I answered your question.

Fernanda Sayão (Equity Research Analyst)

Super clear. Thank you.

Alexandre Saigh (CEO)

Thank you.

Operator (participant)

Thank you. I'm showing no further questions at this time. I'd like to turn it back to Alexandre Saigh for any closing remarks.

Alexandre Saigh (CEO)

Oh, great. Thank you very much for your patience and keeping on with us for a long 1.5 hour here, and your support, you know, is very much appreciated. I hope to see all of you in person during the year. I think there are several conferences that we, you know, we already invited, and thank you very much for the invitations, and here we go. You know, hope to continue delivering as we are now extremely confident in our numbers. And we, you know, we start the year with a very strong momentum, and hopefully that momentum is gonna translate into even better fundraising that we give the guidance and there, and also fee on AUM and revenues, et cetera.

Thanks a lot. Have a good day. Bye-bye.

Operator (participant)

This concludes today's conference call. Thank you for participating, and you may now disconnect.